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EXHIBIT 5.1
[Letterhead]
October 30, 2000
Aether Systems, Inc.
11460 Cronridge Drive
Owings Mills, Maryland 21117
Re: Aether Systems, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Aether Systems, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement (as
amended, and including prospectus supplements filed pursuant to Rule 424 of the
Securities Act of 1933, the "Registration Statement") on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended. The Registration Statement relates to the registration of
the sale by certain selling stockholders of the Company identified therein of
1,143,949 shares (the "Shares") of Common Stock of the Company, par value $0.01
per share (the "Common Stock").
For the purposes of this opinion, we have examined copies of the
following documents:
1. The Registration Statement;
2. The Amended and Restated Certificate of Incorporation of the
Company;
3. The Bylaws of the Company;
4. The Resolutions of the Board of Directors of the Company
related to the Registration Statement and the transactions contemplated thereby;
and
5. Such other documents as we have deemed appropriate to render
the opinion expressed herein.
In our examination of the aforesaid documents, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all documents submitted to us as originals, and
the conformity to original documents of all documents submitted to us as
certified, telecopied, photostatic or reproduced copies.
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Aether Systems, Inc.
October 30, 2000
Page 2
This opinion is limited to the laws of the United States, the General
Corporation Law of Delaware and no opinion is expressed on the law of any other
jurisdiction. Although we are not members of the bar of the State of Delaware,
we have made such investigation of the laws of the State of Delaware as we
deemed necessary to express the opinions set forth herein. Our opinion is
rendered only with respect to the laws and the rules, regulations and orders
thereunder that are currently in effect.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that when the Registration Statement becomes effective and the Shares
are sold in the manner described in the Registration Statement, the Shares will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus contained
therein under the caption "Legal Matters." In giving such consent we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ MARK A. DEWIRE
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Mark A. Dewire, a partner
